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Gameone Holdings Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in GAMEONE HOLDINGS LIMITED, you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
This circular, for which the directors of the Company (the "Directors") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
gameone
GAMEONE HOLDINGS LIMITED
暂傲控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8282)
PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the "AGM") of GAMEONE HOLDINGS LIMITED (the "Company") to be held at Office 1101-1102, 11/F., Euro Trade Centre, 13-14 Connaught Road Central, Central, Hong Kong on Tuesday, 6 May 2025 at 10:00 a.m. is set out on pages 18 to 23 of this circular.
A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be) Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire.
This circular will remain on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk on the "Latest Listed Company Information" page for at least 7 days from the date of its posting and will be published on the Company's website at www.hk08282.com.
3 April 2025
CHARACTERISTICS OF GEM
CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE")
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
- i -
CONTENTS
Page
Characteristics of GEM ... i
Definitions ... 1
Letter from the Board ... 4
Appendix I — Explanatory Statement ... 10
Appendix II — Details of Directors proposed to be re-elected at the AGM 15
Notice of AGM ... 18
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held at Office 1101–1102, 11/F., Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Tuesday, 6 May 2025 at 10:00 a.m. (Hong Kong time) or any adjournment thereof, the notice of which is set out on pages 18 to 23 of this circular
"AGM Notice"
the notice convening the AGM set out on pages 18 to 23 of this circular
"Articles of Association"
the second amended and restated articles of association of the Company adopted on 5 May 2022 and as amended from time to time and “Article” shall mean an article of the Articles of Association
"Board"
the board of Directors
"close associate(s)"
has the same meaning ascribed to it under the GEM Listing Rules
"Company"
Gameone Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM of the Stock Exchange
"connected person(s)"
has the same meaning ascribed to it under the GEM Listing Rules
"Director(s)"
the director(s) of the Company
"GEM"
the GEM operated by the Stock Exchange
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM as amended by the Stock Exchange from time to time
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People’s Republic of China
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DEFINITIONS
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to allot, issue and otherwise deal with (including any sale or transfer of treasury shares out of treasury) Shares of up to 20% of the issued share capital of the Company (excluding any treasury shares) on the date of AGM as set out in resolution no. 5 in the AGM Notice
"Latest Practicable Date"
28 March 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
"Listing Date"
13 January 2016, being the date of the Shares first becoming listed on GEM
"Memorandum and Articles of Association"
the Memorandum of Association and the Articles of Association
"Memorandum of Association"
the second and restated memorandum of association of the Company adopted on 5 May 2022 and as amended from time to time
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to repurchase Shares up to 10% of the issued share capital of the Company (excluding any treasury shares) on the date of AGM, as set out in resolution no. 6 in the AGM Notice
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended and supplemented from time to time
"Share(s)"
share(s) of nominal value of HK$0.1 each in the share capital of the Company
"Shareholder(s)"
the holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Substantial shareholder(s)"
has the same meaning ascribed to it under the GEM Listing Rules
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DEFINITIONS
“Takeovers Code”
The Code on Takeovers and Mergers and share Buy-backs as approved by the Securities and Futures Commission of Hong Kong, as amended, modified or otherwise supplemented from time to time
“treasury shares”
has the same meaning ascribed to it under the GEM Listing Rules
“%”
per cent
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LETTER FROM THE BOARD
gameone
GAMEONE HOLDINGS LIMITED
暂傲控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8282)
Executive Directors:
Dr. Liu Yi
Mr. Huang Jianying
Independent non-executive Directors:
Ms. Ngo Mei Kwan
Mr. Jin Baiting
Mr. Lu Yi
Registered Office:
Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Head Office and Principal Place of Business
in the People's Republic of China:
No. 552 Xuehai Road, Nanyuan
Linping District, Hangzhou City
Zhejiang Province
The People's Republic of China
Principal Place of Business
in Hong Kong:
Room 907, Tai Yau Building
181 Johnston Road
Wanchai
Hong Kong
3 April 2025
To the Shareholders
Dear Sir/Madam,
PROPOSALS FOR GENERAL MANDATES TO ISSUE AND
REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS,
RE-APPOINTMENT OF AUDITORS,
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with details regarding (i) the grant to the Directors of the proposed Issue Mandate; (ii) the grant to the Directors of the proposed Repurchase Mandate and the extension of the Issue Mandate by addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; (iii) the proposed re-election of retiring Directors; (iv) the proposed re-appointment of auditors; and (v) to give you the AGM Notice and seek your approval of the resolutions relating to these matters at the AGM.
LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SHARES
The Company's existing mandate to issue Shares was approved by ordinary resolutions at the annual general meeting held on 6 May 2024. Unless otherwise renewed, the existing mandate to issue Shares will lapse at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to allot, issue and otherwise deal with Shares (including any sale or transfer of treasury shares out of treasury) of up to 20% of the total number of the issued Shares (excluding any treasury shares) as at the date of passing of the relevant resolution.
In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).
The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).
The Issue Mandate allows the Company to allot, issue and otherwise deal with Shares (including any sale or transfer of treasury shares out of treasury) only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company (the "Relevant Period").
As at the Latest Practicable Date, the issued share capital of the Company comprised 38,000,000 Shares. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Directors would be authorized to allot, issue and otherwise deal with (including any sale or transfer of treasury shares out of treasury) a maximum of 7,600,000 new Shares upon exercise of the Issue Mandate in full, representing 20% of the total number of the issued Shares (excluding any treasury shares) as at the date of the AGM.
The Board notes that, effective from 11 June 2024, the GEM Listing Rules have been amended to introduce flexibility for listed companies to cancel shares repurchased and/or to adopt a framework to (i) allow repurchased shares to be held in treasury and (ii) govern the resale of treasury shares. If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the repurchase Shares and/or (ii) hold such Shares in treasury, subject to the market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to the ordinary resolution no. 5 of the AGM Notice and made in accordance with the GEM Listing Rules and applicable laws and regulations of the Cayman Islands.
LETTER FROM THE BOARD
GENERAL MANDATE TO REPURCHASE SHARES
The Company's existing mandate to repurchase Shares was approved by ordinary resolutions at the annual general meeting held on 6 May 2024. Unless otherwise renewed, the existing mandate to repurchase Shares will lapse at the conclusion of the AGM.
At the AGM, an ordinary resolution will be proposed to grant to the Directors a new general and unconditional mandate to repurchase Shares of up to 10% of the total number of the issued Shares (excluding any treasury shares) as at the date of passing of the relevant resolution. The Repurchase Mandate will allow the Company to make repurchases only during the Relevant Period.
As at the Latest Practicable Date, the issued share capital of the Company comprised 38,000,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Company would be allowed to repurchase a maximum of 3,800,000 Shares upon exercise of the Repurchase Mandate in full, representing 10% of the total number of the issued Shares (excluding any treasury shares) as at the date of the AGM.
An explanatory statement in connection with the Repurchase Mandate required to be sent to the Shareholders under the GEM Listing Rules is set out in Appendix I to this circular to provide the requisite information regarding the Repurchase Mandate to the Shareholders.
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board consisted of five Directors, namely:
Executive Directors
Dr. Liu Yi ("Dr. Liu")
Mr. Huang Jianying ("Mr. Huang")
Independent non-executive Directors
Ms. Ngo Mei Kwan ("Ms. Ngo")
Mr. Jin Baiting ("Mr. Jin")
Mr. Lu Yi ("Mr. Lu")
In accordance with Article 16.18 of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.
LETTER FROM THE BOARD
Further, according to Article 16.2 and Article 16.3 of the Articles of Association, any Director appointed by the Board or by ordinary resolution in general meeting either to fill a casual vacancy or as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company. The Directors to retire at an annual general meeting of the Company pursuant to Article 16.2 or Article 16.3 shall not be taken into account in determining who are to retire by rotation at such annual general meeting pursuant to Article 16.18 of the Articles of Association.
In accordance with the Articles of Association, Dr. Liu and Mr. Jin will retire from office by rotation and, being eligible, will offer themselves for re-election.
At the AGM, ordinary resolutions will be proposed to re-elect Dr. Liu as an executive Director and Mr. Jin as an independent non-executive Director.
The nomination committee of the Company (the "Nomination Committee") had reviewed the independence of Mr. Jin, and the confirmation and disclosure given by Mr. Jin. After due consideration, the Board confirmed that Mr. Jin continues to be considered as an independent non-executive Director and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. Mr. Jin had abstained from deliberation and decision in respect of assessment of his own independence.
The Company has in place a nomination policy which sets out, inter alia, the selection criteria (the "Criteria") and the evaluation procedures in nomination candidates to be appointed or re-appointed as Directors of the Company. The re-appointment of each of Dr. Liu and Mr. Jin was recommended by the Nomination Committee, and the Board has accepted the recommendations following a review of their overall contribution and service to the Company including their attendance of Board meetings and general meetings, the level of participation and performance on the Board, and whether they continue to satisfy the Criteria.
Biographical details of each of the retiring Directors are set out in Appendix II to this circular. In consideration of the background, specific knowledge and experience of Dr. Liu and Mr. Jin, the Board believes that they could bring an invaluable insight. Their in-depth knowledge, extensive experience and expertise continue to provide invaluable contribution and diversity to the Board.
PROPOSED RE-APPOINTMENT OF AUDITORS
Kenswick CPA Limited will retire as the independent auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.
Upon the recommendation of the audit committee of the Company (the "Audit Committee"), the Board proposed to re-appoint Kenswick CPA Limited as the independent auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
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LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
The forthcoming AGM is scheduled to be held on Tuesday, 6 May 2025. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 29 April 2025 to Tuesday, 6 May 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Monday, 28 April 2025.
AGM
A notice convening the AGM to be held at Office 1101–1102, 11/F., Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Tuesday, 6 May 2025 at 10:00 a.m. is set out on pages 18 to 23 of this circular.
A form of proxy for use by Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire, and in such event, the form of proxy shall be deemed to be revoked.
VOTING BY POLL
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions as set out in the notice convening the AGM will be voted by poll and, after being verified by the scrutineer, the results of the poll will be published in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the granting of the Issue Mandate, the granting of the Repurchase Mandate, the extension of the Issue Mandate, the re-election of the retiring Directors and the re-appointment of auditors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM and as set out in the AGM Notice.
COMPETING INTERESTS
As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or Substantial Shareholders or their respective close associates had any business or interest which competes or may compete with the business of the Group, or have or may have any other conflicts of interest with the Group.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection during normal business hours (i.e. from 9:30 a.m. to 5:00 p.m. on Monday to Friday at the principal place of business of the Company in Hong Kong at Room 907, Tai Yau Building, 181 Johnston Road, Wanchai, Hong Kong from the date of this circular up to and including the date of the AGM on Tuesday, 6 May 2025:
- the Memorandum and Articles of Association;
- the annual report of the Company for the year ended 31 December 2024;
- the annual report of the Company for the year ended 31 December 2023; and
- the annual report of the Company for the year ended 31 December 2022.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
By Order of the Board
Gameone Holdings Limited
Liu Yi
Chairman and Executive Director
APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement as required under the GEM Listing Rules to provide the requisite information to the Shareholders for their consideration of the Repurchase Mandate pursuant to Rule 13.08 of the GEM Listing Rules.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 38,000,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted or issued or repurchased between the Latest Practicable Date and the date of AGM, the Company will be allowed to repurchase a maximum of 3,800,000 Shares during the Relevant Period.
2. SOURCE OF FUNDS
The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed from the Company's internal resources.
In repurchasing the Shares, the Company may only apply funds which are legally available for such purposes in accordance with the constitutive documents of the Company, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company will not purchase the Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
3. REASONS FOR SHARE REPURCHASE
Although the Directors have no present intention of exercising the proposed Repurchase Mandate, the Directors believe that the flexibility afforded by the proposed Repurchase Mandate would be beneficial to the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that repurchase of Shares will benefit the Company and Shareholders as a whole.
APPENDIX I
EXPLANATORY STATEMENT
4. SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the 12 months immediately preceding the Latest Practicable Date were as follows:
| Shares Price | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| April | 0.830 | 0.590 |
| May | 0.800 | 0.445 |
| June | 0.560 | 0.470 |
| July | 0.700 | 0.470 |
| August | 0.560 | 0.540 |
| September | 0.560 | 0.470 |
| October | 0.770 | 0.470 |
| November | 0.610 | 0.385 |
| December | 0.570 | 0.540 |
| 2025 | ||
| January | 0.540 | 0.520 |
| February | 0.550 | 0.495 |
| March (up to the Latest Practicable Date) | 0.550 | 0.415 |
5. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the GEM Listing Rules, the Memorandum and Articles of Association, and the applicable laws of the Cayman Islands.
6. EFFECT OF THE TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
APPENDIX I
EXPLANATORY STATEMENT
As at the Latest Practicable Date, the following shareholders had interests representing 5% or more of the issued share capital of the Company:
| Name | Shares held | Nature of interest | Approximate percentage of total issued Shares
If
As at the Latest Practicable Date | Repurchase Mandate is exercised in full |
| --- | --- | --- | --- | --- |
| Topliu Limited | 14,288,677 | Beneficial owner
(Note 1) | 37.60 | 41.78 |
| Dr. Liu Yi | 14,288,677 | Interest in controlled corporation
(Note 1) | 37.60 | 41.78 |
| Mr. Huang Jianying | 6,071,625 | Beneficial owner
(Note 2) | 15.98 | 17.76 |
| Ms. Sun Li | 6,071,625 | Interest of spouse
(Note 2) | 15.98 | 17.76 |
Notes:
(1) Topliu Limited is wholly owned by Dr. Liu Yi. By virtue of the SFO, Dr. Liu Yi is deemed to be interested in the Shares in which Topliu Limited is interested.
(2) Ms. Sun Li is the spouse of Mr. Huang Jianying. By virtue of the SFO, Ms. Sun Li is deemed to be interested in the Shares in which Mr. Huang Jianying is interested.
On the basis that there is no change in the issued share capital of the Company from the Latest Practicable Date to the date of the AGM, in the event that the Directors shall exercise the Repurchase Mandate in full, no person is obliged to make a mandatory offer under Rule 26 of the Takeovers Code or the amount of Shares held by the public will not be reduced to less than 25%.
The Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors will not repurchase the Shares on GEM if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.
APPENDIX I
EXPLANATORY STATEMENT
7. DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
As at the Latest Practicable Date, none of the Directors nor, to the best of their respective knowledge and belief and having made all reasonable enquiries, any of their close associates (as defined under the GEM Listing Rules), have any present intention, if the Repurchase Mandate is approved by the Shareholders and is exercised, to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate.
As at the Latest Practicable Date, no core connected person (as defined in the GEM Listing Rules) of the Company (i) has notified the Company that he/she/it has a present intention to sell any Shares (ii) has undertaken to the Company that he/she/it will not sell any Shares held by he/she/it to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.
8. MATERIAL ADVERSE CHANGE
As compared with the financial position of the Company as at 31 December 2024 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.
The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.
9. SHARE REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any of the Shares (whether on the GEM or otherwise) in the six months immediately preceding the Latest Practicable Date.
10. GENERAL
The Directors will exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules, the Articles of Association and any applicable laws of the Cayman Islands. Neither the explanatory statement in this appendix nor the proposed Repurchase Mandate has any unusual features.
For treasury shares (if any) deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those shares were registered in the Company's own name as treasury shares, which may include approval by the Board that (i) the Company will not (or will procure its
APPENDIX I
EXPLANATORY STATEMENT
broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasures deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
The following are particulars of the Directors proposed to be re-elected at the AGM:
Dr. Liu Yi
Dr. Liu Yi (“Dr. Liu”), aged 41, was appointed as our executive Director on 16 December 2021, and appointed as the chairman of our Board (the “Chairman”) and the chief executive officer on 7 January 2022. Dr. Liu is primarily responsible for our Group’s overall strategic planning and overseeing the general management of our Group. Dr. Liu is also directors of certain subsidiaries of our Group.
Dr. Liu obtained his master degree in advanced computer science from the University of Cambridge in 2012 and his doctor degree in FinTech from The Hong Kong Polytechnic University in 2025. From 2018 to 2023, Dr. Liu had been the executive director, general manager and chief science officer of Hangzhou Zifu Interactive Network Technology Co., Ltd., a company principally engaged in the business of research and development of information technology and information integration system (“Hangzhou Zifu”). Moreover, Mr. Liu is the executive director and general manager of Yawang Zhiye (Hangzhou) Co., Ltd. (稷網置業(杭州)有限公司), a private company engaged in property management and development of commercial and office buildings in Hangzhou, the PRC. Mr. Liu has been a non-independent director of Anhui Wantong Technology Co., Ltd. (安徽皖通科技股份有限公司), a company listed on the Shenzhen Stock Exchange with a stock code of 002331.SZ from February 2021 to November 2022. In August 2020, Dr. Liu was accredited as a Class B High-Level Talent under the Measure of Yuhang District of Hangzhou on the Classification and identification of High-Level Talents (杭州市余杭區高層次人才分類認定辦法). In December 2023, Dr. Liu was accredited as a Class D High-Level Talent under the Measure of Hangzhou on the Classification and identification of High-Level Talents (杭州市高層次人才分類認定辦法). Currently, Dr. Liu serves as a standing member of the Chinese People’s Political Consultative Conference of Hangzhou Linping District, vice chairman of Hangzhou Linping District Federation of Overseas Chinese (杭州市臨平區歸國華儒聯合會) and vice chairman of Hangzhou Linping District Western Returned Scholars Association (杭州市臨平區歐美同學會).
Dr. Liu has entered into a service contract with the Company for a term of three years commencing on 16 December 2024 subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Pursuant to the service contract of Dr. Liu, Dr. Liu is entitled to a director’s fee of HK$120,000 per annum, which is determined with reference to his experience, duties and responsibilities within the Company.
As at the Latest Practicable Date, Dr. Liu owns 14,288,677 Shares, representing approximately $37.60\%$ of the total issued share capital of the Company. Save as disclosed above, as at the Latest Practicable Date, Dr. Liu had no interests (within the meaning of Part XV of the SFO) in any Shares, underlying Shares or debentures of the Company and/or its associated corporations.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Save as disclosed above, as at the Latest Practicable Date, Dr. Liu does not hold any position in the Company or any of its subsidiaries, or have any other major appointments and professional qualifications. He does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, as at the Latest Practicable Date, Dr. Liu does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures (as defined under Part XV of the SFO) of the Company.
Save as disclosed above, as at the Latest Practicable Date, Dr. Liu did not hold any other directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, as at the Latest Practicable Date, there are no other matters concerning Dr. Liu’s appointment that need to be brought to the attention of the Shareholders nor is there any information relating to Dr. Liu that is required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules
Mr. Jin Baiting
Mr. Jin Baiting (“Mr. Jin”) (formerly named: Jin Jing (金京)), aged 42, was appointed as our independent non-executive Director on 7 January 2022. He is responsible for supervising and providing independent judgment to our Board.
Mr. Jin obtained a master degree in laws from Zhejiang University in December 2018 and a bachelor degree in laws from Hangzhou Normal College (now known as Hangzhou Normal University) in July 2006. Mr. Jin has been a senior partner of Beijing Deheng (Hangzhou) Law Firm (北京德恒(杭州)律师事務所) since December 2019. He worked in Zhejiang Nanfang Chunchen Law Firm as a solicitor from April 2013 to November 2019. Mr. Jin obtained his legal license of the People’s Republic of China in June 2010. In November 2023, Mr. Jin was accredited as a senior talent of high-end service industry in Shangcheng District, Hangzhou. He is currently the deputy director of the Eighth Criminal Liability Risk Prevention (Non-litigation) Professional Committee of the Hangzhou Lawyers Association (杭州市律师協會第八屆刑事責任風險防範(非訴訟)專業委員會); a specially invited supervisor of administrative law enforcement (特邀行政執法監督員) in Hangzhou, a member of the Administrative Reconsideration Committee (行政復議委員會) of Xiaoshan District in Hangzhou and the fifth-term legal consultant of Hangzhou Municipal Public Security Bureau. Mr. Jin has served as a director of Materials Industry International Trade Limited since January 2025.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Jin has entered into a letter of appointment with the Company for a term of three years commencing on 7 January 2025 subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Pursuant to the letter of appointment of Mr. Jin, Mr. Jin is entitled to a director’s fee of HK$120,000 per annum, which is determined with reference to his experience, duties and responsibilities within the Company.
Save as disclosed above, as at the Latest Practicable Date, Mr. Jin did not hold any position in the Company or any of its subsidiaries, or had any other major appointments and professional qualifications. He does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, as at the Latest Practicable Date, Mr. Jin did not have, and was not deemed to have, any interests or short positions in any shares, underlying shares or debentures (as defined under Part XV of the SFO) of the Company.
Save as disclosed above, as at the Latest Practicable Date, Mr. Jin did not hold any other directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, as at the Latest Practicable Date, there were no other matters concerning Mr. Jin’s appointment that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Jin that is required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules.
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NOTICE OF AGM
gameone
GAMEONE HOLDINGS LIMITED
暂傲控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8282)
NO refreshments, NO food and beverage service, and NO handing out of corporate gifts, gift coupons or cake vouchers.
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of shareholders of Gameone Holdings Limited (the “Company”) will be held at Office 1101–1102, 11/F., Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Tuesday, 6 May 2025 at 10:00 a.m., to consider and, if thought fit, to pass with or without amendments, the following resolutions:
ORDINARY RESOLUTIONS
- To receive, consider and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and the auditors of the Company for the year ended 31 December 2024;
- To re-appoint Kenswick CPA Limited as auditors of the Company and to authorize the board of Directors to fix their remuneration;
- (a) To re-elect Dr. Liu Yi as an executive Director; and
(b) To re-elect Mr. Jin Baiting as an independent non-executive Director. -
To authorise the board of Directors to fix the remuneration of the Directors.
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NOTICE OF AGM
- “THAT:
(a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on the GEM (the “GEM Listing Rules”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.1 (the “Share”) each in the share capital of the Company or securities convertible into such Shares, or options, warrants, or similar rights to subscribe for any Shares or convertible securities of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares) during or after the end of the Relevant Period;
(c) the total number of Shares to be allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible persons thereunder of shares or rights to subscribe for shares in the capital of the Company; (iii) any scrip dividend scheme or similar arrangements providing for the allotment of shares in the Company in lieu of the whole or part a dividend pursuant to the articles of association of the Company (the “Articles of Association”) from time to time; or (iv) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the total number of the issued Shares (excluding any treasury shares) as at the time of passing this resolution, and the said approval shall be limited accordingly; and
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NOTICE OF AGM
(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the "Shareholders") in a general meeting.
“Rights Issue” means an offer of shares of the Company open for a period fixed by the Company or the Directors to holders of Shares (other than any holders of treasury shares) whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange).”
Any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the GEM Listing Rules and applicable laws and regulations.
- “THAT:
(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the share capital of the Company on the GEM of the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers to repurchase such shares are subject to and in accordance with all applicable laws and requirements of the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
NOTICE OF AGM
(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
(c) the total number of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of the issued Shares (excluding any treasury shares) as at the time of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”
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“THAT conditional upon the passing of resolutions no. 5 and no. 6 as set out in this notice convening the AGM of which this resolution forms part, the general mandate granted to the Directors pursuant to resolution no. 5 as set out in this notice convening the AGM of which this resolution forms part be and is hereby extended by the addition thereto of the total number of Shares which may be repurchased by the Company under the authority granted pursuant to resolution no. 6 as set out in this notice convening the AGM of which this resolution forms part, provided that such amount shall not exceed 10% of the total number of the issued Shares (excluding any treasury shares) as at the date of passing this resolution.”
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NOTICE OF AGM
QUESTIONS FROM SHAREHOLDERS
The Board considers that the AGM is an important opportunity for Shareholders to express their views by raising questions and voting. Shareholders’ participation in the AGM are considered to be important. The Board wishes to emphasise that Shareholders can raise questions during the AGM. Shareholders who would like to raise questions in relation to any resolution set out in this notice or the business of the Company at the AGM can submit questions by 10:00 a.m. on 4 May 2025 (being not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof) via email to [email protected] or via telephone hotline at (852) 3953 0000 providing personal particulars as follows for verification purposes:
(a) Full name;
(b) Registered address;
(c) Number of Shares held;
(d) Hong Kong Identity Card Number or passport number (in case of natural person)/company registration number (in case of body corporate);
(e) Contact telephone number; and
(f) Email address
Shareholders can also submit questions during the AGM.
The Board will arrange to answer the questions raised by Shareholders at the AGM and those submitted in advance to the extent possible.
By Order of the Board
Gameone Holdings Limited
Liu Yi
Chairman and Executive Director
Hong Kong, 3 April 2025
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NOTICE OF AGM
Notes:
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Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a member of the Company.
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The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorized on its behalf.
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Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders by present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
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Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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In relation to resolution no. 3, Dr. Liu Yi and Mr. Jin Baiting will retire from office at the AGM in accordance with the Articles of Association and, being eligible, will offer themselves for re-election. Biographical details of these Directors are set out in Appendix II to this circular.
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An explanatory statement as required by the GEM Listing Rules in connection with the repurchase mandate under resolution no. 6 above is set out in Appendix I to this circular.
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The transfer books and register of members of the Company will be closed from Tuesday, 29 April 2025 to Tuesday, 6 May 2025, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Monday, 28 April 2025.
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A form of proxy for use by shareholders at the AGM is enclosed.
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